The Nigerian Upstream Petroleum Regulatory Commission (NUPRC) has withdrawn its earlier approval for French oil giant TotalEnergies to sell its minority stake in Shell Petroleum Development Company (SDPC) joint venture, in a setback to the company’s plan to shed its onshore ageing assets and pay down debt.
This is coming barely 14 months after TotalEnergies had announced that it had agreed to sell its 10% stake in SPDC to Mauritius-based Chappal Energies, with ministerial approval granted in October 2024, subject to strict financial conditions.
According to reports from Reuters, the Spokesperson for NUPRC, Eniola Akinkuoto, on Tuesday, September 23, said the approval was withdrawn because the two sides have been unable to meet the financial commitments required to complete the transaction.
Akinkuoto said, “The ministerial consent was accompanied by certain financial obligations to the Nigerian people with strict deadlines. However, both parties failed to meet their financial commitments after repeated extensions, forcing the commission to cancel the deal.’’
There has not been any official statement from the two parties, as it was reported that Chappal Energies and TotalEnergies have both declined to comment.
Chappai fails to raise $860 million
According to reports, an industry source that is conversant with the negotiations said Chappal failed to raise the $860 million, and as a result, Total did not fulfil its requirement to pay regulatory fees and cover funds for environmental rehabilitation and future liabilities.
The collapsed deal leaves Total with the burden of its stake in a business that has struggled with hundreds of oil spills as a result of theft, sabotage and operational issues that led to costly repairs.
SPDC’s other shareholders are the Nigerian National Petroleum Company (NNPC) Limited, which has a 55% stake, and Italy’s Eni with 5%. For TotalEnergies, the setback frustrates efforts to cut down on its portfolio.
The failed sale also leaves Total with interests in 15 licences in mostly oil-producing fields that netted the company about 14,000 barrels of oil-equivalent per day in 2023, as well as three licences in gas fields that account for 40% of its Nigeria LNG gas supply.
What you should know
TotalEnergies had in July 2024, announced that its Nigerian subsidiary signed a sale and purchase agreement (SPA) with Chappal Energies for the sale of its 10% interest in the SPDC Joint Venture licences in Nigeria.
The company had, in a statement, said the transaction was concluded for a firm consideration of $860 million.
It noted that closing of the deal is subject to customary conditions, including regulatory approvals. Under the agreement signed with Chappal Energies, TotalEnergies said it will sell to Chappal Energies its 10% participating interest and all its rights and obligations in 15 licences of SPDC JV, which are producing mainly oil.
It explained that production from these licences represented approximately 14,000 barrels equivalent per day in the company’s share in 2023.
Total’s unsuccessful exit is a setback to its goal to offload more high-cost, polluting assets and pay down some of its debt, which leapt 89% to $25.9 billion in July.
The CEO of TotalEnergies, Patrick Pouyanne, told investors in July that the Nigerian sale was one of three deals that would bring in $3.5 billion before year-end and lower the company’s debt-to-equity ratio, which hit 28% including leases and hybrid debt at mid-year.
Shell had, in March 2025, completed the sale of its Nigerian onshore business, SPDC, to Renaissance Africa Energy Company for $2.4 billion. Renaissance is a consortium of four Nigerian independent companies—ND Western, Aradel Holdings, First E&P, and Waltersmith—and the international Petrolin Group. The transaction involved the transfer of SPDC’s 30% stake in the SPDC Joint Venture.
Also, Seplat Energy had on December 12, 2024, successfully concluded its acquisition of ExxonMobil’s shallow-water assets in Nigeria, Mobil Producing Nigeria Unlimited, for approximately $1.28 billion. The deal, first announced in 2022, faced delays but received regulatory approval and was considered a historic milestone for Seplat, which aims to invest heavily in the acquired assets to double its production.
Better days ahead